Appointment of Liquidators
HC/CWU 178/2022 : Samtrade FX Ltd. (Under Judicial Management)
HC/CWU 179/2022 : Samtrade Custodian Limited (Under Judicial Management)
HC/CWU 180/2022 : S.A.M. Trade (V) Limited (Under Judicial Management)
HC/CWU 181/2022 : Samtrade Custodian Pte. Ltd. (Under Judicial Management)
HC/CWU 182/2022 : S.A.M. Fintech Pte. Ltd. (Under Judicial Management)
HC/CWU 183/2022 : S.A.M. Marketing Private Limited (Under Judicial Management)
(collectively the “Winding Up Applications” and “Companies”)
1. We refer to the applications in the Singapore High Court to place the Companies in liquidation.
2. The hearing of the applications was held in the Singapore High Court this morning and was attended by: (a) Rajah & Tann Singapore LLP (“R&T”) for the JMs, (b) Drew & Napier LLC (“D&N”) for Sam Goh, and (c) counsel for various creditors and other creditors.
3. At the hearing, all parties present did not object to the Companies being placed into liquidation. In relation to the JMs being proposed as liquidators of the Companies (the “Liquidators”), only Sam Goh (through D&N) objected to the appointment of the JMs as liquidators and argued for the appointment of Sam Goh’s 3 proposed alternative nominees, citing the reason that these alternative nominees provided estimated fee quotes that are lower than that of the JMs.
4. In response, R&T argued that the fee quotes of Sam Goh’s proposed nominees were unrealistic. R&T further submitted that:
- The JMs were best placed to provide a realistic estimate of the work to be done and the fees, as the JMs had spent more than 7 months reviewing the affairs of the Companies and dealing with the Companies’ more than 120,000 creditors.
- There are established rules and procedures for the control of fees and disbursements incurred by the JMs and liquidators which allow the creditors an opportunity at that stage to comment, or provide feedback, on whether the fees are reasonable or ought to be reduced.
- In choosing liquidators, fee quotes should not be a factor of consideration as the fee quotes themselves do not bind or cap the liquidators’ fees, as the professionals will charge their fees based on their actual work done, and not the estimated fees.
- Any new liquidator (being unfamiliar with the affairs of the Companies) would have to incur substantial costs to get up to speed on the matter.
5. In response, D&N submitted that:
- Sam Goh’s proposed nominees’ fee quotes are realistic as they were provided based on having read the IJM reports and each of them can assess what is required to take the liquidation forward.
- While there is a mechanism for the assessment of fees, the Court should still consider fee quotes to decide who is best placed from a costs perspective.
- The fee quotes of Sam Goh’s proposed nominees were significantly lower than that of the JMs’.
6. After hearing the arguments, the Court was of the view that the arguments made by D&N did not amount to sufficient grounds to disallow the JMs from continuing as the Liquidators, and granted the winding up orders to place the Companies in liquidation and appointed the JMs as Liquidators.
7. The Court made the following orders:
a. that winding up orders be made against each of the Companies;
b. that Goh Thien Phong, care of GTP Advisory PAC, and Chan Kheng Tek, care of PricewaterhouseCoopers Advisory Services Pte Ltd, be appointed as Liquidators;
c. the Liquidators be authorised to appoint solicitors;
d. the Liquidators be authorised, pursuant to rule 139(1) of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020 (“CIR Rules”), to (i) maintain and operate a Singapore Dollar and US Dollar bank account with the Australia and New Zealand Banking Group Limited as special bank accounts (the “Special Bank Accounts”); (ii) to make all payments received by them as Liquidators into the Special Bank Accounts; and (iii) to make payments out of the Special Bank Accounts in accordance with rule 140(2) read with rule 140(3) of the CIR Rules; and
e. the costs of the proceedings be assessed, if not fixed or agreed and paid to the JMs out of the assets of the Companies.
8. We would like to thank all the creditors for your continued support.
9. The Liquidators will work towards the recovery of the assets of the Companies for the benefit of the stakeholders. We will keep you informed of any updates and developments on the liquidation process, as always.
10. Thank you and we wish you a good weekend ahead.
The Liquidators of the Companies